Ozone World Ltd. (OZONEWORLD) - Director Report

Company director report

Your Directors have pleasure in submitting herewith the 27th Annual Report of theCompany with the audited statements of accounts for the year ended 31st March 2016.

1. Financial Summary or Highlights

(Amount in Rupees)

Particulars

2015 - 2016

2014 - 2015

Total Revenue

20247404

7453093

Less: Expenses

13763024

4230910

Net Profit before Finance Cost Depreciation & Tax

6484380

3222183

Less: Finance Costs

4934971

1829585

Depreciation & Amortization Expenses

657

1082

Net Profit before Tax

1548752

1391516

Less: Tax Expenses

430218

438088

Profit available for Appropriation

1118534

953428

2. Operation / State of the Companys Affairs

The Company is presently engaged in the business of trading of commodities / goods andin real estate business through investment in partnership firm. The Company at appropriatetime would decide to directly engage in the business of real estate and infrastructure.

The revenue from operations of the Company was Rs. 12163380/- compared to Rs.1598083/- of previous financial year showing a remarkable growth in the tradingbusiness. The total revenue of the Company was Rs. 20247404/- during the financial year2015-2016 compared to Rs. 7453093/- of previous financial year. The net profit after taxwas Rs. 1118534/- during the financial year 2015-2016 compared to Rs. 953428/- ofprevious financial year.

3. Change in the nature of business If Any

There is no change in the nature of business of the Company during the financial yearended on 31st March 2016.

4. Transfer to Reserves & Dividend

The Board of Directors do not propose to carry any amount to any reserves. Further inview of the inadequate profit your Directors do not recommend any dividend for the yearended on 31st March 2016.

5. Material changes and commitments after the end of Financial Year

Between the end of the financial year of the Company as on 31st March 2016 and the dateof the Boards report there are no material changes and commitments which have anyeffect on the financial position of the Company.

6. Extract of the Annual Return

The extract of the Annual Return in Form No. MGT-9 as prescribed under section 92(3) ofthe Companies Act 2013 read with rule 12(1) of the Companies (Management andAdministration) Rules 2014 is attached herewith as "Annexure  A".

7. Listing on BSE Limited

Pursuant to the SEBI Circulars for exclusively listed companies of de-recognised /Non-operational / existed stock exchanges the Company has made an application for directlisting with BSE Limited for listing of 3699114 equity shares of Rs. 10/- each. BSELimited vide its letter dated August 21 2015 granted approval under direct listing normsfor listing and trading of equity shares of the Company with effect from August 25 2015with Scrip Code: 539291 and Scrip ID: OZONEWORLD.

As such now the equity shares of the Company are listed on Ahmedabad Stock ExchangeLimited and BSE Limited.

8. Number of Meetings of the Board

During the financial year 5 (five) meetings of the Board of Directors of the Companywere held on 28th May 2015 14th August 2015 6th November 2015 6th January 2015 and 13thFebruary 2016. The intervening gap between the meetings was within the period prescribedunder the Companies Act 2013.

Number of Meetings attended by each Director during financial year 2015-2016:

Name of Director

No. of Meeting held during the year / tenure

No. of Meetings attended

Mr. Jayeshkumar Patel

5

5

Mrs. Rinaben Deepak Patel

5

5

Mr. Dilipkumar Patel

5

5

Mr. Suresh Patel

5

5

9. Committees

Pursuant to the provisions of the Companies Act 2013 and the Rules framed thereunderand the Listing Regulations the Company has constituted the following Committees:

(A) Audit Committee

The Audit Committee was constituted by the Company as per erstwhile Clause 49 of theListing Agreement. The terms of reference and the power of the Audit Committee arerealigned as per the provisions of Section 177 of the Companies Act 2013.

The Audit Committee comprises of three members i.e. Mr. Dilipkumar Patel Independent& Non-Executive Director is the Chairman and Mr. Suresh Patel Independent &Non-Executive Director and Mr. Jayeshkumar Patel Managing Director are members of theAudit Committee.

During the financial year 2015-2016 four meetings of the Audit Committee were held on28th May 2015 14th August 2015 6th November 2015 and 13th February 2016. All the membersof the Audit Committee were present in all the four meetings.

(B) Stakeholders Relationship Committee

The Stakeholders Relationship Committee was constituted by the Company as per erstwhileClause 49 of the Listing Agreement which is also in compliance with the provisions ofSection 178 of the Companies Act 2013.

The Stakeholders Relationship Committee comprises of three members i.e. Mr. SureshPatel Independent & Non-Executive Director is the Chairman and Mr. Dilipkumar PatelIndependent & Non-Executive Director and Mr. Jayeshkumar Patel Managing Director aremembers of the Stakeholders Relationship Committee. The Committee looks into the redressalof investors complaints like delay in transfer of shares non-receipt of annual reportsetc.

During the financial year 2015-2016 the Company has not received any complaints fromthe shareholders. During the financial year 2015-2016 four meetings of the StakeholdersRelationship Committee were held on 28th May 2015 14th August 2015 6th November 2015 and13th February 2016. All the members of the Stakeholders Relationship Committee werepresent in all the five meetings.

(C) Nomination and Remuneration Committee

The Nomination and Remuneration Committee was constituted by the Company on 30th May2014 as per the provisions of Section 178 of the Companies Act 2013.

The Nomination and Remuneration Committee comprises of three members i.e. Mr.Dilipkumar Patel Independent & Non-Executive Director is the Chairman and Mr. SureshPatel Independent & Non-Executive Director and Mrs. Rinaben Deepak PatelNon-Executive Director are members of the Nomination and Remuneration Committee.

During the financial year 2015-2016 one meeting of the Nomination and RemunerationCommittee was held on 6th November 2015. All the members of the Nomination andRemuneration Committee were present in the said meeting.

10. Directors' Responsibility Statement

In accordance with the provisions of section 134(5) of the Companies Act 2013 theBoard of Directors of the Company hereby confirms that (a) In the preparation of theannual accounts the applicable accounting standards had been followed along-with properexplanation relating to material departures if any; (b) The Directors had selected suchaccounting policies and applied them consistently and made judgments and estimates thatare reasonable and prudent so as to give a true and fair view of the state of affairs ofthe Company at the end of the financial year and of the profit of the Company for thatperiod; (c) The Directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities; (d) The Directors had prepared the annual accounts on a goingconcern basis; (e) The Directors had laid down internal financial control to be followedby the Company and that such internal financial controls are adequate and were operatingeffectively; and (f) The Directors had devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.

11. Auditors & Auditors Report

M/s S. D. Mehta & Co. Chartered Accountants Ahmedabad (Firm Registration No.137193W) the Statutory Auditors of the Company were re-appointed to hold office from theconclusion of 25th Annual General Meeting till the conclusion of the 28th Annual GeneralMeeting of the Company.

Pursuant to the provisions of Section 139 of the Companies Act 2013 and the Rulesframed thereunder the appointment of statutory auditors is required to be ratified atevery annual general meeting of the Company. As such it is proposed to ratify theappointment of M/s S. D. Mehta & Co. as statutory auditors to hold the office from theconclusion of 25th Annual General Meeting till the conclusion of the 28th Annual GeneralMeeting to be held in the year 2017.

Your directors recommend their ratification as statutory auditors.

There are no qualification or reservation or adverse remark or disclaimer in theAuditors Report and hence does not require any further clarification / comments.

12. Particulars of loans guarantees or investments under section 186 of the CompaniesAct 2013

Particulars of investments made and loans given covered under the section 186 of theCompanies Act 2013 has been provided in Note No. 8 9 and 13 of the notes to thefinancial statement which form part of this Annual Report. The company has not given anyguarantee during the financial year.

13. Particulars of contracts or arrangements with related parties referred to insub-section (1) of section 188 of the Companies Act 2013

The Company has pursuant to the approval of Audit Committee the Board of Directors andshareholders of the Company entered into related party transactions. The saidtransactions entered by the company with Related Parties were broadly at armslength basis.

The detail of contracts or arrangements with related parties for the financial yearended on 31st March 2016 is given in Note No. 23.2 of the financial statements of theCompany.

14. Directors and Key Managerial Personnel i. Cessation

During the financial year none of the Directors ceased to be the Director of theCompany.

ii. Retirement by Rotation

In accordance with the provisions of section 152(6) of the Companies Act 2013 and interms of the Articles of Association of the Company Mr. Jayeshkumar Patel (DIN 00907323)will retire by rotation at the ensuing Annual General Meeting and being eligible offerhimself for reappointment. The Board recommends his reappointment. i

ii. Appointment of Director

Mrs. Rinaben Deepak Patel was appointed as an Additional Woman Director pursuant tosection 161(1) of the Companies Act 2013 to hold office till the conclusion of nextAnnual General Meeting. The shareholders at their 26th Annual General Meeting held on 30thSeptember 2015 approved the appointment of Mrs. Rinaben Deepak Patel as a Director of theCompany.

As required under the provision of listing regulations and secretarial standard-2 theprofile of directors seeking appointment / re-appointment at the ensuing Annual GeneralMeeting is annexed to the notice convening 27th Annual General Meeting.

vi. Independent Directors

The Independent Directors have submitted their declarations of independence asrequired pursuant to the provisions of section 149(7) of the Companies Act 2013 statingthat they meet the criteria of independence as provided in section 149(6) of the Act.

The meeting of the Independent Directors as per Schedule IV of the Companies Act 2013was held on 6th November 2015. Both the independent directors were present at the saidmeeting.

vii. Annual Evaluation of Boards Performance

In terms of the provisions of Section 134(3)(p) the Companies Act 2013 read with Rule8(4) of the Companies (Accounts) Rules 2014 the Board of Directors has carried out theannual performance evaluation of itself the Directors individually as well as theevaluation of its committees.

The Board has evaluated the composition of the Board its committees experience andexpertise performance of duties and obligations governance issues etc. Performance ofindividual Directors and Chairman was also carried out in terms of adherence to code ofconduct participation in board meetings implementing corporate governance practices etc.The Directors expressed their satisfaction with the evaluation process.

viii. Nomination and Remuneration Policy

The Board of Directors of the Company has on recommendation of the Nomination andRemuneration Committee framed and adopted a policy for selection and appointment ofDirectors and Key Managerial Personnel and their remuneration. The terms of reference andother matters related to Nomination and Remuneration Policy are as per the provisions ofSection 178 of the Companies Act 2013.

15. Secretarial Audit Report

Pursuant to the provisions of section 204 of the Companies Act 2013 read with Rule 9of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theCompany has appointed M/s Ashwin J. Patel & Associates Practicing Company Secretaryto undertake the secretarial audit for the financial year ended on 31st March 2016. TheSecretarial Audit Report is attached herewith as "Annexure  B".

With regard to delay in compliance of submission of Annual Report to the StockExchanges as per Clause 31(a) of the Listing Agreement and imposition of fine on theCompany the Board of Directors submits that the said delay was caused due to inadvertenceand the Company would comply with all the provision of the Listing Regulations in a timebound manner.

16. Fixed Deposit

During the financial year 2015-16 the Company has not accepted any deposit within themeaning of section 73 and 74 of the Companies Act 2013 read with the Companies(Acceptance of Deposits) Rules 2014.

In view of the nature of the business activities of the Company related to trading ofcommodities and real estate the information required under the provisions of section134(3)(m) of the Companies Act 2013 read with Rule 8(3) the Companies (Accounts) Rules2014 with respect to conservation of energy and technology absorptions is not applicable.There was no foreign exchange earning and outgo during the financial year.

18. Risk Management

The Board of Directors of the Company has adopted a Risk Management Policy to identifythe key risk and develop action plans to mitigate those risks to assess the risks onperiodical basis including effective control and management reporting system etc.

In the opinion of the Board as on date there are no elements of risk which maythreaten the existence of the Company.

19. Whistle Blower Policy / Vigil Mechanism

The Company is committed to highest standards of ethical moral and legal businessconduct. Accordingly the Board of Directors has formulated Whistle Blower Policy/VigilMechanism policy in compliance with the provision of Section 177(10) of the Companies Act2013. The policy provides for a framework and process whereby concerns can be raised byits employees against any kind of discrimination harassment victimization or any otherunfair practice being adopted against them.

20. Significant and Material Orders passed by Regulators

There were no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and companys operation in future.

21. Adequacy of Internal Financial Controls

The Company has put in place adequate internal financial controls with reference to thefinancial statements. During the financial year such internal financial controls wereoperating effectively and it is commensurate with the size of the Company and the natureof business of the Company.

22. Particulars of Employees

The information required pursuant to section 197(12) of the Companies Act 2013 readwith Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 in respect of the employees are given in "Annexure- C".

23. Corporate Governance

Pursuant to the SEBI Circular No. CIR/CFD/POLICYCELL/7/2014 dated 15th September 2014for amendments to Clause 49 of the Listing Agreement and Regulation 15 of the ListingRegulations the compliance with the corporate governance provisions is not applicable tocompanies having paid up equity share capital not exceeding Rs. 10 Crore and Net Worth notexceeding Rs. 25 Crore as on the last day of the previous financial year.

As the paid up share capital and net worth of the Company is below the threshold limitas mentioned above the Report on Corporate Governance as on 31st March 2016 is notapplicable to the Company.

24. Management Discussion And Analysis Report

Pursuant to the Listing Regulations the Management Discussion and Analysis Reportforms part of this Annual Report.

25. Other Disclosures

(a) The provisions related to Corporate Social Responsibility as per Section 135 of theCompanies Act 2013 read with the Companies (Corporate Social Responsibility Policy)Rules 2014 is not applicable to the Company.

(b) The Company does not have any subsidiary joint venture or associate company duringthe financial year and no company have become or ceased to be subsidiary joint venture orassociate company during the financial year.

(c) The Company has not issued equity shares with differential rights as to dividendvoting or otherwise. (d) The Company has not issued sweat equity shares to its directorsor employees.

(e) The Company does not have any Employees Stock Option Scheme for itsEmployees/Directors.

(f) The Auditors has not reported any frauds under sub-section (12) of Section 143 ofthe Companies Act 2013. (g) During the year the Company has not received any complaintsunder the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013.

26. Acknowledgement

The Board wishes to express its deep appreciation to all the staff members banksshareholders suppliers customers auditors and government authorities for their supportand co-operation.